United States securities and exchange commission logo
October 11, 2022
Jeff Clementz
Chief Executive Officer
Shift Technologies, Inc.
290 Division Street, Suite 400
San Francisco, California 94103
Re: Shift Technologies,
Inc.
Registration
Statement on Form S-4
Filed September 26,
2022
File No. 333-267601
Dear Jeff Clementz:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
The Merger
Background of the Merger, page 66
1. We note that
negotiations for a potential merger between CarLotz and Shift recommenced
in July 2022 after an
agreement between the companies "that a combination of CarLotz
and Shift could
potentially be beneficial to their respective stockholders from an
operational, strategic
and synergistic perspective..." Please elaborate on the potential
operational, strategic,
and synergistic benefits of the merger considered at that time.
Please also elaborate
on the "differing views on strategic focus, business models and
relative values of
CarLotz and Shift" in December 2021 when negotiations were originally
abandoned to provide
investors with additional information regarding the decision to
recommence
negotiations.
Jeff Clementz
Shift Technologies, Inc.
October 11, 2022
Page 2
Shift Unaudited Prospective Financial Information, page 98
2. We note your disclosure regarding the key estimates and assumptions
underlying the
company's prospective financial information used in connection with the
company's
evaluation of the merger. Please elaborate on the estimates and
assumptions related to the
increase in gross profit in fiscal year 2023 despite anticipated lower
revenue.
3. Please disclose how and why the timeframe leading out to 2031 projected
financial results
was selected. Disclose whether or not the projections are in line with
historic operating
trends and, if not, explain why the change in trends is appropriate.
CarLotz Unaudited Prospective Financial Information, page 100
4. Please expand your discussion of the assumptions and estimates
underlying CarLotz's
standalone forecast to address the projected decrease in Adjusted EBITDA
for fiscal year
2024 in light of anticipated increased revenue and gross profit in that
year.
U.S. Federal Income Tax Consequences of the Merger, page 153
5. We note that the merger is intended to constitute a "reorganization"
within the meaning of
Section 368(a) of the Internal Revenue Code. Please include a tax
opinion from counsel
as appropriate or tell us why you are not required to do so. Please see
Item 601(b)(8) of
Regulation S-K and Section III.A. of Staff Legal Bulletin No. 19 for
guidance.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Alyssa Wall at 202-551-8106 or Dietrich King at
202-551-8071 with any
questions.
Sincerely,
FirstName LastNameJeff Clementz
Division of
Corporation Finance
Comapany NameShift Technologies, Inc.
Office of Trade &
Services
October 11, 2022 Page 2
cc: Martin Glass
FirstName LastName